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KOPPERS HOLDINGS INC. filed this Form DEF 14A on 04/04/2017
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Companies Used for Defining Competitive Compensation. As stated above, one of the committee’s principles is to target the compensation of our NEOs within a range of the market median of our peer companies that were selected based on comparability in terms of industry, revenue and complexity. For 2016, based on Meridian’s recommendation, the committee selected the following peer group:


A. Schulman, Inc.




L. B. Foster Company




Stepan Company



Axiall Corporation




Louisiana-Pacific Corporation




Trinity Industries, Inc.



Cabot Corporation




Minerals Technologies Inc.







Ferro Corporation




Olin Corporation




Universal Forest Products, Inc.



The Greenbrier Companies, Inc.




OMNOVA Solutions Inc.




Westinghouse Air Brake Technologies Inc.



H.B. Fuller Company




Quaker Chemical Corporation





The factors considered in selecting the peer group early in 2016 included industry, revenue, net income, total assets, number of employees and market capitalization. In terms of size, our revenue, net income and total assets ranked near the 25th percentile of our peer group, while our market capitalization and number of employees ranked below the 25th percentile. Statistical regression was used to adjust peer compensation data based on our revenue positioning relative to the peer group.

The committee uses information relating to the peer group to determine what forms of compensation are common among our peers and to determine whether the amounts of each component of compensation and the total amount of compensation approximate market median. Through its competitive assessment in early 2016, Meridian determined that the aggregate target total direct compensation for our NEOs fell within or slightly below the median range of both peer group and survey data.

Stock Ownership Requirements for Our Named Executive Officers. The committee and our board of directors have approved stock ownership requirements. The requirements apply to selected members of the management team, including all of the NEOs. The committee and our board of directors have also approved stock ownership

guidelines, which apply to our non-employee directors, as described more fully below under “Stock Ownership Guidelines for Our Non-Employee Directors.” The stock ownership requirements were designed to achieve the following objectives:



demonstrate senior management’s commitment to and confidence in the company’s long-term prospects;



align senior management’s interests with those of our shareholders;



support a long-term focus; and



quantify our expectations with regard to ownership of our stock by our senior management.

Our stock ownership requirements require our elected officers to accumulate a specified number of shares expressed as the value of stock ownership as a multiple of base salary. The required stock ownership level is converted into a number of shares that is recalculated annually until the ownership requirement is achieved. Until the stock ownership level is achieved, members of the management team are required to retain 75 percent of the net profit shares (i.e., excluding shares used for the payment of taxes) received from exercising stock options, the vesting of time-based RSUs and performance-based RSUs.




Ownership Requirement Multiple

of Base Salary

Chief Executive Officer



(Mr. Ball)




Senior Vice President



(Messrs. Lacy, Sullivan and Reeder)




Chief Financial Officer



(Mr. Zugay)





Shares owned outright by the executives and/or their spouses count toward meeting the requirements. Unvested time-based RSUs, unvested performance-based RSUs and unexercised stock options do not count toward meeting the stock ownership requirements for our executives.

Each NEO currently complies with the 75 percent retention ratio.

Policy on Derivative Transactions and Restrictions on Hedging Transactions. In January 2017, we

instituted a policy that prohibits our employees, officers and directors from engaging in the following types of transactions with respect to our securities: hedging or monetization transactions; short sales; transactions in publicly traded options; pledging our securities as collateral for a loan; or holding our securities in margin accounts or a brokerage account with a “margin feature” (unless the margin feature is not utilized, company securities are otherwise excluded from being pledged or the account holder does not engage in



KOPPERS HOLDINGS INC. - 2017 Proxy Statement    27